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HomeMy WebLinkAboutECHDA22-11 Mountain Top Ventures dba SHC Nursery and LandscapeAGREEMENT FOR SERVICES BETWEEN EAGLE COUNTY HOUSING AND DEVELOPMENT AUTHORITY AND MOUNTAIN TOP VENTURES, INC. d/b/a SHC NURSERY & LANDSCAPE CO. THIS AGREEMENT (“Agreement”) is effective as of the __________________by and between Mountain Top Ventures, Inc. d/b/a SHC Nursery & Landscape Co., a Colorado corporation (hereinafter “Contractor”) and Eagle County Housing and Development Authority, a body corporate and politic (hereinafter “ECHDA”). RECITALS WHEREAS, ECHDA desires to hire Contractor to provide professional snow removal services which include snow plowing and snow shoveling in a timely manner (the “Project”) at the Two10 Apartments located at 210 Freestone Road, Eagle, Colorado, 81631 (the “Property”); and WHEREAS, Eagle County is the owner of the Property and has contracted with ECHDA to serve as the property manager of the Property; and WHEREAS, Eagle County has authorized ECHDA to contract on its behalf for maintaining, repairing or servicing the Property and any of the constituent parts of the Property subject to the approved operating budget for the Property; and WHEREAS, Contractor is authorized to do business in the State of Colorado and has the time, skill, expertise, and experience necessary to provide the Services as defined below in paragraph 1 hereof; and WHEREAS, this Agreement shall govern the relationship between Contractor and ECHDA in connection with the services. AGREEMENT NOW, THEREFORE, in consideration of the foregoing and the following promises Contractor and ECHDA agree as follows: 1. Services or Work. Contractor agrees to diligently provide all services, labor, personnel, and materials necessary to perform and complete the services or work described in Exhibit A and Exhibit B (“Services” or “Work”) which is attached hereto and incorporated herein by reference. The Services shall be performed in accordance with the provisions and conditions of this Agreement. a. Contractor agrees to furnish the Services in accordance with the schedule established in Exhibit A. Contractor agrees to furnish the Services in a timely and expeditious manner consistent with the applicable standard of care. By signing below Contractor represents that it has the expertise and personnel necessary to properly and timely perform the Services. b. In the event of any conflict or inconsistency between the terms and conditions set forth in Exhibit A and Exhibit B, the terms and conditions set forth in this Agreement, the terms and conditions set forth in this Agreement shall prevail. 2. ECHDA’s Representative. The Lead Maintenance Technician, Matt Andrews, the Housing Department’s designee, shall be Contractor’s contact with respect to this Agreement and performance of the Services. DocuSign Envelope ID: 580CDEE8-22BA-4392-BFB9-354B91F090E2 11/14/2022 2 3. Term of the Agreement. This Agreement shall commence on November 15, 2022, and subject to the provisions of paragraph 11 hereof, shall continue in full force and effect through the 15th day of April, 2023. 4. Extension or Modification. This Agreement may be extended for up to three additional one year terms upon written agreement of the parties. Any amendments or modifications shall be in writing signed by both parties. No additional services or work performed by Contractor shall be the basis for additional compensation unless and until Contractor has obtained written authorization and acknowledgement by ECHDA for such additional services in accordance with ECHDA’s internal policies. Accordingly, no course of conduct or dealings between the parties, nor verbal change orders, express or implied acceptance of alterations or additions to the Services, and no claim that ECHDA has been unjustly enriched by any additional services, whether or not there is in fact any such unjust enrichment, shall be the basis of any increase in the compensation payable hereunder. In the event that written authorization and acknowledgment by ECHDA for such additional services is not timely executed and issued in strict accordance with this Agreement, Contractor’s rights with respect to such additional services shall be deemed waived and such failure shall result in non-payment for such additional services or work performed. 5. Compensation. ECHDA shall compensate Contractor for the performance of the Services in accordance with the rates set forth on Exhibit B and in an amount not to exceed $3,726.00, of which $1,620.00 will be for plowing services and $2,106.00 will be for shoveling services. Contractor shall not be entitled to bill at overtime and/or double time rates for work done outside of normal business hours unless specifically authorized in writing by ECHDA. a. ECHDA will be invoiced in four (4) equal installments of $931.50. Payment will be made for Services satisfactorily performed within thirty (30) days of receipt of a proper and accurate invoice from Contractor. All invoices shall include detail regarding the hours spent, tasks performed, who performed each task, and such other detail as ECHDA may request. b. If, at any time during the term or after termination or expiration of this Agreement, ECHDA reasonably determines that any payment made by ECHDA to Contractor was improper because the Services for which payment was made were not performed as set forth in this Agreement, then upon written notice of such determination and request for reimbursement from ECHDA, Contractor shall forthwith return such payment(s) to ECHDA. Upon termination or expiration of this Agreement, unexpended funds advanced by ECHDA, if any, shall forthwith be returned to ECHDA. c. ECHDA will not withhold any taxes from monies paid to the Contractor hereunder and Contractor agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant to the terms of this Agreement. d. Notwithstanding anything to the contrary contained in this Agreement, ECHDA shall have no obligations under this Agreement after, nor shall any payments be made to Contractor in respect of any period after December 31 of any year, without an appropriation therefor by ECHDA in accordance with a budget adopted by the Board of ECHDA in compliance with the Local Government Budget Law (C.R.S. 29-1-101 et. seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20). 6. Subcontractors. Contractor acknowledges that ECHDA has entered into this Agreement in reliance upon the particular reputation and expertise of Contractor. Contractor shall not enter into any subcontractor agreements for the performance of any of the Services or additional services without ECHDA’s prior written consent, which may be withheld in ECHDA’s sole discretion. ECHDA shall have the right in its reasonable discretion to approve all personnel assigned to the subject Project during the performance of this Agreement and no personnel to whom DocuSign Envelope ID: 580CDEE8-22BA-4392-BFB9-354B91F090E2 3 ECHDA has an objection, in its reasonable discretion, shall be assigned to the Project. Contractor shall require each subcontractor, as approved by ECHDA and to the extent of the Services to be performed by the subcontractor, to be bound to Contractor by the terms of this Agreement, and to assume toward Contractor all the obligations and responsibilities which Contractor, by this Agreement, assumes toward ECHDA. ECHDA shall have the right (but not the obligation) to enforce the provisions of this Agreement against any subcontractor hired by Contractor and Contractor shall cooperate in such process. The Contractor shall be responsible for the acts and omissions of its agents, employees and subcontractors. 7. Insurance. Contractor agrees to provide and maintain at Contractor’s sole cost and expense, the following insurance coverage with limits of liability not less than those stated below: a. Types of Insurance. i. Workers’ Compensation insurance as required by law. ii. Auto coverage with limits of liability not less than $1,000,000 each accident combined bodily injury and property damage liability insurance, including coverage for owned, hired, and non-owned vehicles. iii. Commercial General Liability coverage to include premises and operations, personal/advertising injury, products/completed operations, broad form property damage with limits of liability not less than $1,000,000 per occurrence and $1,000,000 aggregate limits. b. Other Requirements. i. The automobile and commercial general liability coverage shall be endorsed to include ECHDA, its associated or affiliated entities, its successors and assigns, elected officials, employees, agents and volunteers as additional insureds. A certificate of insurance consistent with the foregoing requirements is attached hereto as Exhibit C. ii. Contractor’s certificates of insurance shall include subcontractors, if any as additional insureds under its policies or Contractor shall furnish to ECHDA separate certificates and endorsements for each subcontractor. iii. The insurance provisions of this Agreement shall survive expiration or termination hereof. iv. The parties hereto understand and agree that the ECHDA is relying on, and does not waive or intend to waive by any provision of this Agreement, the monetary limitations or rights, immunities and protections provided by the Colorado Governmental Immunity Act, as from time to time amended, or otherwise available to ECHDA, its affiliated entities, successors or assigns, its elected officials, employees, agents, or volunteers. v. Contractor is not entitled to workers’ compensation benefits except as provided by the Contractor, nor to unemployment insurance benefits unless unemployment compensation coverage is provided by Contractor or some other entity. The Contractor is obligated to pay all federal and state income tax on any monies paid pursuant to this Agreement. DocuSign Envelope ID: 580CDEE8-22BA-4392-BFB9-354B91F090E2 4 8. Indemnification. Contractor shall indemnify and hold harmless ECHDA, and/or Eagle County and any of their respective officers, agents, or employees against any losses, claims, damages, or liabilities for which ECHDA and/or Eagle County may become subject to insofar as any such losses, claims, damages, or liabilities arise out of, directly or indirectly, this Agreement, or are based upon any performance or nonperformance by Contractor or any of its subcontractors hereunder; and Contractor shall reimburse ECHDA and/or Eagle County for reasonable attorney fees and costs, legal, or other expenses incurred by ECHDA and/or Eagle County in connection with investigating or defending any such loss, claim, damage, liability, or action. This indemnification shall not apply to claims by third parties against ECHDA and/or Eagle County to the extent that ECHDA and/or Eagle County is liable to such third party for such claims without regard to the involvement of the Contractor. This paragraph shall survive expiration or termination hereof. 9. Ownership of Documents. All documents (including electronic files) and materials obtained during, purchased, or prepared in the performance of the Services shall remain the property of the ECHDA and are to be delivered to ECHDA before final payment is made to Contractor or upon earlier termination of this Agreement. 10. Notice. Any notice required by this Agreement shall be deemed properly delivered when (i) personally delivered, or (ii) when mailed in the United States mail, first class postage prepaid, or (iii) when delivered by FedEx or other comparable courier service, charges prepaid, to the parties at their respective addresses listed below, or (iv) when sent via facsimile so long as the sending party can provide facsimile machine or other confirmation showing the date, time and receiving facsimile number for the transmission, or (v) when transmitted via e-mail with confirmation of receipt. Either party may change its address for purposes of this paragraph by giving five (5) days prior written notice of such change to the other party. ECHDA: Attention: Kim Williams 500 Broadway Post Office Box 850 Eagle, CO 81631 Telephone: 970-328-8773 E-mail: kim.williams@eaglecounty.us With a copy to: Eagle County Attorney 500 Broadway Post Office Box 850 Eagle, Co 81631 Telephone: 970-328-8685 E-mail: atty@eaglecounty.us CONTRACTOR: Mountain Top Ventures, Inc. d/b/a SHC Nursery & Landscape Co. Attn: Mike Stevens—President 916B Chambers Avenue Post Office Box 2049 Eagle, CO 81631 Telephone: 970-328-5484, Ext. 2 Facsimile: 970-328-5485 Cellular: 970-904-0198 E-mail: mike.stevens@shclandscape.com DocuSign Envelope ID: 580CDEE8-22BA-4392-BFB9-354B91F090E2 5 11. Termination. ECHDA may terminate this Agreement, in whole or in part, at any time and for any reason, with or without cause, and without penalty therefor with seven (7) calendar days’ prior written notice to the Contractor. Upon termination of this Agreement, Contractor shall immediately provide ECHDA with all documents as defined in paragraph 9 hereof, in such format as ECHDA shall direct and shall return all ECHDA owned materials and documents. ECHDA shall pay Contractor for Services satisfactorily performed to the date of termination. 12. Venue, Jurisdiction, and Applicable Law. Any and all claims, disputes or controversies related to this Agreement, or breach thereof, shall be litigated in the District Court for Eagle County, Colorado, which shall be the sole and exclusive forum for such litigation. This Agreement shall be construed and interpreted under and shall be governed by the laws of the State of Colorado. 13. Execution by Counterparts; Electronic Signatures. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. The parties approve the use of electronic signatures for execution of this Agreement. Only the following two forms of electronic signatures shall be permitted to bind the parties to this Agreement: (i) Electronic or facsimile delivery of a fully executed copy of the signature page; (ii) the image of the signature of an authorized signer inserted onto PDF format documents. All documents must be properly notarized, if applicable. All use of electronic signatures shall be governed by the Uniform Electronic Transactions Act, C.R.S. 24-71.3-101 to 121. 14. Other Contract Requirements and Contractor Representations. a. Contractor has familiarized itself with the nature and extent of the Services to be provided hereunder and the Property, and with all local conditions, federal, state and local laws, ordinances, rules, and regulations that in any manner affect cost, progress, or performance of the Services. b. Contractor will make, or cause to be made, examinations, investigations, and tests as it deems necessary for the performance of the Services. c. To the extent possible, Contractor has correlated the results of such observations, examinations, investigations, tests, reports, and data with the terms and conditions of this Agreement. d. To the extent possible, Contractor has given ECHDA written notice of all conflicts, errors, or discrepancies. e. Contractor shall be responsible for the completeness and accuracy of the Services and shall correct, at its sole expense, all significant errors and omissions in performance of the Services. The fact that the ECHDA has accepted or approved the Services shall not relieve Contractor of any of its responsibilities. Contractor shall perform the Services in a skillful, professional and competent manner and in accordance with the standard of care, skill, and diligence applicable to contractors performing similar services. Contractor represents and warrants that it has the expertise and personnel necessary to properly perform the Services and shall comply with the highest standards of customer service to the public. Contractor shall provide appropriate supervision to its employees to ensure the Services are performed in accordance with this Agreement. This paragraph shall survive termination of this Agreement. f. Contractor agrees to work in an expeditious manner, within the sound exercise of its judgment and professional standards, in the performance of this Agreement. Time is of the essence with respect to this Agreement. DocuSign Envelope ID: 580CDEE8-22BA-4392-BFB9-354B91F090E2 6 g. This Agreement constitutes an agreement for performance of the Services by Contractor as an independent contractor and not as an employee of ECHDA. Nothing contained in this Agreement shall be deemed to create a relationship of employer-employee, master-servant, partnership, joint venture, or any other relationship between ECHDA and Contractor except that of independent contractor. Contractor shall have no authority to bind ECHDA. h. Contractor represents and warrants that at all times in the performance of the Services, Contractor shall comply with any and all applicable laws, codes, rules, and regulations. i. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all other agreements or understanding between the parties with respect thereto. j. Contractor shall not assign any portion of this Agreement without the prior written consent of the ECHDA. Any attempt to assign this Agreement without such consent shall be void. k. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted assigns and successors in interest. Enforcement of this Agreement and all rights and obligations hereunder are reserved solely for the parties, and not to any third party. l. No failure or delay by either party in the exercise of any right hereunder shall constitute a waiver thereof. No waiver of any breach shall be deemed a waiver of any preceding or succeeding breach. m. The invalidity, illegality, or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof. n. The signatories to this Agreement aver to their knowledge no employee of the ECHDA has any personal or beneficial interest whatsoever in the Services or Property described in this Agreement. The Contractor has no beneficial interest, direct or indirect, that would conflict in any manner or degree with the performance of the Services and Contractor shall not employ any person having such known interests. o. The Contractor, if a natural person eighteen (18) years of age or older, hereby swears and affirms under penalty of perjury that he or she (i) is a citizen or otherwise lawfully present in the United States pursuant to federal law, (ii) to the extent applicable shall comply with C.R.S. 24-76.5-103 prior to the effective date of this Agreement. [Remainder of Page Intentionally Left Blank] IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first set forth above. DocuSign Envelope ID: 580CDEE8-22BA-4392-BFB9-354B91F090E2 7 EAGLE COUNTY HOUSING AND DEVELOPMENT AUTHORITY By: Its: ______________________________________ CONTRACTOR: By:________________________________ Print Name:__________________________ Title: ______________________________ DocuSign Envelope ID: 580CDEE8-22BA-4392-BFB9-354B91F090E2 Mike Stevens President Executive DirectorKim Bell Williams 8 EXHIBIT A SCOPE OF SERVICES, SCHEDULE, FEES 1. Location(s) specified by Owner for snow clearance: Address: 210 Freestone Rd. Eagle, CO 81631 (a) Plowing and shoveling service shall begin with snow fall of 2 inches on service areas. (b) If it snows on Christmas Day or New Year’s Day, we will be out the following day to cleanup. If you require snow removal on Christmas Day or New Year’s Day, there will be an additional charge. 2. Any alteration or deviation from the specifications in this Scope of Work will be executed only upon written authorization of the Owner or the Owner’s authorized agent and shall become an extra fee mutually agreed upon between Owner and SHC in advance of such extra work. 3. When SHC is called to clear snow due to: (a) Drifting (b) County and/or town plows pushing snow into your service area (c) Any time other than a snow fall The Owner will be charged a minimal extra charge to clear the service area. Generally this will be on a time and material basis (please see rate sheet). 4. SHC can provide services for marking curbs, sidewalks, lawn, landscaping, sprinkler and trees, shrubs and fences and any other owner designated items in owner designated snow dump areas. DocuSign Envelope ID: 580CDEE8-22BA-4392-BFB9-354B91F090E2 9 EXHIBIT B Snow Removal Services Rate Sheet 2022-2023 Snow Shovel Labor $78.00/man/hr Walk behind snow blower $90.00/hour Pickup with plow $120.00/hour Dingo w/ 44” snow blower $108.00/hr Skid Steer w/bucket/snow pusher $144.00/hour Skid Steer w/snow blower $162.00/hr Tool Cat w/snow pusher $138.00/hour Tool Cat w/snow blower $162.00/hour Mini-Excavator/Loader $252.00/hour Snow Hauling (Outside trucks) $138.00/hour – Tandem 10-12 yds $153.00 – End Dump 20-25 yds Ice Melt $.40 per pound Cinders $81.00/hour (1 hour minimum) plus $51.00 per yard/half yard minimum. Snow Dump Fees $69.00 per end dump $46.00 per Tandem dump $30.00 per small truck/trailer DocuSign Envelope ID: 580CDEE8-22BA-4392-BFB9-354B91F090E2 10 EXHIBIT C INSURANCE CERTIFICATE DocuSign Envelope ID: 580CDEE8-22BA-4392-BFB9-354B91F090E2 DocuSign Envelope ID: 580CDEE8-22BA-4392-BFB9-354B91F090E2 DocuSign Envelope ID: 580CDEE8-22BA-4392-BFB9-354B91F090E2 11/08/2022 Martin Insurance Group 995 Cowen Dr Unit 202 Carbondale CO 81623 Marlane Zettlemoyer (970) 963-6161 (970) 963-4331 marlane@martininsurancegrp.com Mountain Top Ventures Inc Po Box 2049 Eagle CO 81631 Pinnacol Assurance 41190 CL2222431067 A Y 4222151 03/01/2022 03/01/2023 1,000,000 1,000,000 1,000,000 Blanket Waiver of Subrogation for Workers Compensation exists to any person or organization when agreed to under a written contract or agreement between Named Insured and Certificate Holder which is in effect and executed prior to any loss. Eagle County Housing & Development Authority 210 Freestone Rd PO Box 850 Eagle CO 81631 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY DocuSign Envelope ID: 580CDEE8-22BA-4392-BFB9-354B91F090E2